Foremost Lithium Announces Closing of the Second Tranche of its Flow-Through Private Placement for Gross Proceeds of $1.455M
Foremost Lithium Announces Closing of the Second Tranche of its
Flow-Through Private Placement for Gross Proceeds of $1.455M
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
Vancouver, British Columbia – April 29, 2024 - Foremost Lithium Resource & Technology
Ltd. (NASDAQ: FMST) (CSE: FAT) (“Foremost Lithium”, “Foremost” or the “Company”), a
North American hard-rock lithium exploration company, announces that further to its press
releases dated February 1 3, 2024 and March 13, 2024, on April 29, 2024 , it closed the
second tranche of its non-brokered private placement (the " Offering") for aggregate gross
proceeds of $1,455,129.48.
Foremost issued 247,471 flow-through units (each, a “ FT Unit”) at a subscription price of
$5.88 per FT Unit, comprised of one flow -through common share in the capital of the
Company (each, a “FT Share”) and one non-flow-through common share purchase warrant
(each, a “Warrant”), entitling the holder thereof to purchase an additional non-flow-through
common share in the capital of the Company (each, a “ Warrant Share ”), at an exercise
price of $4.00 per Warrant Share, until April 29, 2026.
The Warrants will be subject to an accelerated expiry, if, at any time following the date of
issuance, the volume weighted average trading price of the Shares on the Canadian
Securities Exchange is or exceeds $6.00 for any 14 consecutive trading days, the Company
may elect to accelerate the expiry date of the Warrants by giving notice to the holders, by
way of a news release, that the Warrants will expire 30 calendar days following the date of
such notice.
The gross proceeds from the issuance of the FT Units will be used to incur Canadian
exploration expenses that will qualify, once renounced as “flow -through critical mineral
mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada), and
as “flow-through mining expenditures” as defined in section 11.7(1) of the Income Taxation
Act (Manitob a). (collectively, the “ Qualifying Expenditures ”). In addition, the Qualifying
Expenditures renounced to a subscriber that is an individual (other than a trust) will qualify
for the Manitoba mineral exploration tax credit described in s. 11.7(2) of the Income Tax Act
(Manitoba), a non -refundable investment tax credit deductible against provincial income
taxes payable by such subscriber under the Income Tax Act (Manitoba).
In connection with the closing of the second tranche of the Offering, finders’ fees comprised
of approximately $175 in cash consideration and 51 finder's warrants ("Finder's Warrants")
was paid and issued to an eligible arm’s length finder. Each Finder's Warrant is exercisable
to acquire a Share at a price of $ 3.40 per Share for a period of 24 months from the date of
issue. All of the securities issued under the second tranche of the Offering will be subject to
a hold period of four months and one day from the date of issuance expiring on August 30,
2024.
The FT Units, FT Shares, Warrants, and Warrant Shares (collectively, the “Securities”) have
not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act ”) or any state securities laws. Accordingly, the Securities of the
Company may not be offered or sold in the United States or to, or for the account or benefit
of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) absent
registration or an applicable exemption fro m the registration requirements of the U.S.
Securities Act and applicable state securities laws. Any Securities offered and sold in the
United States shall be issued as “restricted securities” as defined in Rule 144(a)(3) u nder
the U.S. Securities Act. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
Secured Note
On May 10, 2022, the Company entered into a secured promissory note in the original
principal amount of $1,145,520.08 (the “Loan”) with Jason Barnard and Christina Barnard
(the "Lenders"). Effective May 10, 2023, the Company and the Lenders agreed to amend the
promissory note to extend its term by one year and increase the interest rate to 11.35%
payable in monthly installments of $8,000, with the balance of accured interest payable on
maturity (the “ First Amended Note ”). On April 26, 2024, the Company and the Lenders
agreed to further amend the First Amended Note by issuing a second amended note (the
“Second Amended Note”), which supersedes and replaces the First Amended Note, in the
principal amount of $1,144,205.63 having a maturity date of May 10, 2025, accruing interest
at the same rate of 11.35% per annum compounded monthly with monthly payments of
$10,835, with the balance of accrued interest payable on maturity. The Second Amended
Note is repayable at any time without penalty and matures on May 10, 2025.
Each of the Lenders are senior officers of the Company, and Mr. Barnard is a director of the
Company, and the Lenders are, jointly, the largest shareholders of the Company. The
amendment of the terms of the Loan and the issuance of the Second Amended Note
constitutes a "related party transaction" under the policies of the Canadian Securities
Exchange and Multilateral Instrument 61 -101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). As the Loan is less than 25% of the current market
capitalization of the Company, the Loan is exempt from the formal valuation requirements
of MI 61 -101 by virtue of Section 5.5(a) – Fair Market Value Not More Than 25% of Market
Capitalization. The Company is relying on Section 5.7(1)(f) – Loan to Issuer, No Equity or
Voting Component for exemption from minority approval requirements of MI 61 -101 since
the Loan is not convertible into securities of the Company and since the Loan has been
obtained on reasonable commercial terms that are not less advantageous to the Company
that if the Loan was obtained from an arm’s length person. The terms of the Second
Amended Note have been reviewed and unanimously approved by the Company’s board of
directors as well as the Company’s audit committee.
About Foremost Lithium
Foremost Lithium (NASDAQ: FMST) (CSE: FAT) (FSE: F0R0) (WKN: A3DCC8) is a hard -rock
lithium exploration company focused on empowering the North American clean energy
economy. Foremost’s strategically located lithium properties extend over 43,000 acres in
Snow Lake, Manitoba, and hosts a property in a known active lithium camp situated on over
11,400 acres in Quebec called Lac Simard South.
Foremost’s four flagship Lithium Lane Projects as well as its Lac Simard South project are
located at the tip of the NAFTA superhighway to capitalize on the world's growing EV
appetite, strongly positioning the Company to become a premier supplier of North America's
lithium feedstock. As the world transitions towards decarbonization, the Company's
objective is the extraction of lithium oxide (Li₂O), and to subsequently play a role in the
production of high-quality lithium hydroxide (LiOH), to help power lit hium-based batteries,
critical in developing a clean -energy economy. Foremost Lithium also has the Winston
Gold/Silver Property in New Mexico USA. Learn More at www.foremostlithium.com.
Contact and Information
Company
Jason Barnard, President and CEO
+1 (604) 330-8067
Investor Relations
Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(949) 259-4987
www.mzgroup.us
Follow us or contact us on social media:
Twitter: @foremostlithium (now X)
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The Canadian Securities Exchange has neither approved nor disapproved the contents of this news
release and accepts no responsibility for the adequacy or accuracy hereof.
Forward-Looking Statements
This news release contains "forward-looking statements" and "forward-looking information"
(as defined under applicable securities laws), based on management's best estimates,
assumptions, and current expectations. Such statements include but are not limite d to,
statements with respect to the use of proceeds of the Offering, plans for future exploration
and development of the Company's properties and the acquisition of additional exploration
projects. Generally, these forward -looking statements can be identified by the use of
forward-looking terminology such as "expects", "e xpected", "budgeted", "forecasts",
"anticipates" "plans", "anticipates", "believes", "intends", "estimates", "projects", "aims",
"potential", "goal", "objective", "prospective", and similar expressions, or that events or
conditions "will", "would", "may", "can", "could" or "should" occur. These statements should
not be read as guarantees of future performance or results. Such statements involve known
and unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from those expressed or implied by
such statements, including but not limited to: risks related to the receipt of all necessary
regulatory and third party approvals for the proposed operations of the Company's business
and exploration activities, risks related to the Company's exploration properties; risks
related to international operations; risks related to general economic conditions, actual
results of current exploration activities, unanticipated reclamation expenses ; changes in
project parameters as plans continue to be refined; fluctuations in prices of commodities
including lithium and gold; fluctuations in foreign currency exchange rates, increases in
market prices of mining consumables, possible variations in res erves; failure of plant,
equipment or processes to operate as anticipated; accidents, labour disputes, title
disputes, claims and limitations on insurance coverage and other risks of the mining
industry; delays in the completion of exploration, development or construction activities,
changes in national and local government regulation of mining operations, tax rules and
regulations, and political and economic developments in jurisdictions in which the
Company operates. Although the Company has attempted to identify important factors that
could cause actual results to differ materially from those contained in forward -looking
statements, there may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance tha t such statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated
in such statements. The forward -looking statements and forward -looking information are
made as of the date hereof and are qualif ied in their entirety by this cautionary statement.
For forward-looking statements in this news release, the Company claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995. The Company disclaims any obligation to revise or update any such factors or
to publicly announce the result of any revisions to any forward -looking statements or
forward-looking information contained herein to reflect future results, events, or
developments, except as require by law. Accordingly, readers should not place undue
reliance on forward -looking statements and information. Please refer to the Company's
most recent filings under its profile at www.sedar plus.ca for further information respecting
the risks affecting the Company and its business. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy securities.